-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, j4o3u0Hp5ZofPjEJmBMGNbRdE7x5N40bFZlinecjecjxyMkkREjfM2QEvNc9giFh 8+VD43C+Xvfqu7RSI/o0YQ== 0000736157-95-000003.txt : 19950515 0000736157-95-000003.hdr.sgml : 19950515 ACCESSION NUMBER: 0000736157-95-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950213 EFFECTIVENESS DATE: 19950304 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57667 FILM NUMBER: 95509239 BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 FORMER COMPANY: FORMER CONFORMED NAME: TIME INC /DE/ DATE OF NAME CHANGE: 19890801 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 13, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIME WARNER INC. (Exact name of registrant as specified in its charter) DELAWARE 13-1388520 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 75 Rockefeller Plaza New York, New York 10019 (Address of Principal Executive Offices)(Zip Code) TIME WARNER INC. 1994 STOCK OPTION PLAN (Full title of the Plan) Peter R. Haje, Esq. Executive Vice President and General Counsel Time Warner Inc. 75 Rockefeller Plaza New York, New York 10019 (Name and Address of agent for service) (212) 484-8000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Offering Aggregate Amount of Securities to Amount to be Price Per Offering Registration be Registered Registered(1) Share(2) Price(2) Fee Common Stock, par value $1.00 per share(3) 4,741,789 $37.715 $178,838,012 $61,668.71 (1) This Registration Statement also relates to an indeterminate number of additional shares of Common Stock pursuant to anti-dilution and adjustment provisions of the above referenced plan. (2) Calculated pursuant to 457(c) and (h), based on the price at which outstanding options to purchase shares of the Registrant's Common Stock registered hereby are exercisable and on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange Composite Tape for February 6, 1995, on which day such average was $37.81, for the remainder of the shares registered hereby. (3) This Registration Statement also pertains to Rights to Purchase Series A Participating Cumulative Preferred Stock ("Rights") of the Registrant. Upon the occurrence of certain prescribed events, one Right will be issued for each share of Common Stock. Until the occurrence of such events, the Rights are not exercisable, will be evidenced by the certificates for the Common Stock and will be transferred along with and only with the Common Stock. PART II The contents of the Registration Statement on Form S-8, No. 33-53213, as filed with the Securities and Exchange Commission on April 22, 1994, are hereby incorporated herein by reference to the extent not replaced hereby. Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant (File No. 1-8637) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1993; 2. The Registrant's Current Reports on Form 8-K dated January 20, 1994, September 9, 1994, January 30, 1995 and February 13, 1995; 3. The Registrant's quarterly report on Form 10-Q for the periods ended March 31, 1994, June 30, 1994 and September 30, 1994; 4. The description of the Registrant's Common Stock contained in Item 4 of its Registration Statement on Form 8-B filed with the Commission on December 8, 1983 pursuant to Section 12(b) of the Exchange Act, as amended from time to time; and 5. The description of the Registrant's Rights to purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per share, contained in Item 1 of its Registration Statement on Form 8-A filed with the Commission on January 21, 1994 pursuant to Section 12(b) of the Exchange Act. All documents and reports subsequently filed by the Registrant pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel. The consolidated financial statements of the Registrant and its subsidiaries for the year ended December 31, 1993, included in the Registrant's Annual Report on Form 10-K have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein and in the Prospectus related hereto by reference. Such consolidated financial statements are incorporated herein and in the Prospectus related hereto by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. Legal matters in connection with the Common Stock offered hereby has been passed upon for the Registrant by Thomas W. McEnerney, Vice President and Associate General Counsel of the Registrant, 75 Rockefeller Plaza, New York, New York 10019. Mr. McEnerney beneficially owns less than .1% of the Common Stock of the Registrant. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City and State of New York, on February 13, 1995. TIME WARNER INC. By Richard J. Bressler Name: Richard J. Bressler Title: Senior Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on February 13, 1995 in the capacities indicated. Signature Title (i) Principal Executive Officer: * Director, Chairman of the Board and (Gerald M. Levin) Chief Executive Officer (ii) Principal Financial Officer: Richard J. Bressler Senior Vice President, Finance (Richard J. Bressler) (iii) Principal Accounting Officer: John A. LaBarca Vice President and Controller (John A. LaBarca) (iv) Directors: * (Merv Adelson) * (Lawrence B. Buttenwieser) * (Edward S. Finkelstein) * (Beverly Sills Greenough) * (Carla Hills) * (David T. Kearns) * (Henry Luce III) * (Reuben Mark) (Michael A. Miles) * (J. Richard Munro) * (Richard D. Parsons) * (Donald S. Perkins) * (Raymond S. Troubh) * (Francis T. Vincent) Constituting a majority of the Board of Directors *By Peter R. Haje (Peter R. Haje) (Attorney-in-Fact) *Pursuant to Powers of Attorney dated as of April 11, 1994 EXHIBIT INDEX Exhibit Number Description Page 4.1 Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on May 26, 1993 (which is incorporated herein by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 1-8637) (the "Second Quarter 1993 Form 10-Q")). * 4.2 Specimen certificate of Common Stock, par value $1.00 per share, of the Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 (File No. 1-8637)). * 4.3 Indenture dated as of March 15, 1993 between the Registrant and Chemical Bank, as Trustee, relating to the 8 3/4% Convertible Subordinated Debentures due 2015 of the Registrant (which is incorporated herein by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8367) (the "1992 Form 10-K")). * 4.4 Specimen Certificate of the Registrant's 8 3/4% Convertible Subordinated Debentures due 2015 (which is incorporated herein by reference to Exhibit 4.5 to the 1992 Form 10-K). * 4.5 First Supplemental Indenture dated as of June 15, 1993, between the Registrant and Chemical Bank, as Trustee, to the Indenture dated as of January 15, 1993, between the Registrant and Chemical Bank, as Trustee, including as Exhibit A the form of Liquid Yield Option Note(TRADEMARK) due 2013 (which is incorporated herein by reference to Exhibit 4 to the Second Quarter 1993 Form 10-Q). * 4.6 By-laws of the Registrant, as amended through March 18, 1993 (which is incorporated herein by reference to Exhibit 3.4 to the Registrant's 1992 Form 10-K). * 4.7 Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Rights and Qualifications of Series A Participating Cumulative Preferred Stock of the Registrant as filed with the Secretary of State of the State of Delaware on January 26, 1994 (which is incorporated herein by reference to Exhibit 3.(i)(c) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-8637)). * 4.8 Rights Agreement dated as of January 20, 1994 between the Registrant and Chemical Bank, as Rights Agent (which is incorporated herein by reference to Exhibit 4(a) to the Registrant's Current Report on Form 8-K dated January 20, 1994). * EXHIBIT INDEX Exhibit Number Description Page 5. Opinion of Thomas W. McEnerney, Esq. regarding the legality of the securities being registered. 23.1 Consent of Ernst & Young, LLP independent auditors. 23.2 Consent of Price Waterhouse, independent accountants. 23.3 Consent of Thomas W. McEnerney, Esq. (included in Exhibit 5). 24.1 Powers of Attorney (which are incorporated herein by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-53213)). * EX-5 2 LEGAL OPINION AND CONSENT EXHIBIT 5 February 13, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Time Warner Inc. Form S-8 Registration Statement Gentlemen: I am an Associate General Counsel and Vice President of Time Warner Inc., a Delaware corporation (the "Company"), and I am delivering this opinion in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 4,741,789 shares of Common Stock, par value $1 per share and associated Rights to Purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per share (collectively referred to as the "Common Stock"), of the Company issuable pursuant to the terms of the Time Warner Inc. 1994 Stock Option Plan (the "Plan") and an indeterminate amount of additional shares of Common Stock pursuant to anti- dilution provisions of the Plan. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records of the Company and other instruments as I have deemed necessary for the purposes of this opinion, including (a) the Certificate of Incorporation and By-laws of the Company, (b) the Plan, (c) resolutions adopted by the Board of Directors of the Company and (d) the Registration Statement and related Propsectus. Based upon the foregoing, I am of the opinion that the shares of Common Stock issuable pursuant to the terms of the Plan have been duly authorized and, when sold pursuant to the terms of the Plan, will be duly and validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, Thomas W. McEnerney Associate General Counsel and Vice President EX-23.1 3 E&Y CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement (Form S-8) and the related Prospectus pertaining to the Time Warner Inc. ("Time Warner") 1994 Stock Option Plan for the registration of 4,741,789 shares of its common stock and to the incorporation by reference therein of our reports dated February 4, 1994, with respect to the consolidated financial statements and schedules of Time Warner and Time Warner Entertainment Company, L.P. included in Time Warner's Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New York, New York February 10, 1995 EX-23.2 4 PW CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Time Warner Inc. of our report dated January 14, 1994 on the Paragon Communications financial statements and schedules. Our report appears on page F- 78 of the 1993 Time Warner Entertainment Company L.P. Form 10-K which is incorporated by reference in the 1993 Time Warner Inc. Form 10-K. PRICE WATERHOUSE LLP Denver, Colorado February 10, 1995 -----END PRIVACY-ENHANCED MESSAGE-----